Sullivan & Cromwell is one of the most prominent international legal advisers for privatization transactions, through which government-controlled companies become—often in multiple stages—privately run, for-profit companies. We provide counsel to governments and their financial advisers, to companies being privatized, to U.S. and international underwriters of the related securities offerings and to private sector purchasers.
Privatizations are particularly demanding transactions. They combine political, legal and economic decision-making. They require the skills of numerous S&C practice groups, usually working collaboratively with other advisers. They require industry-specific expertise in a wide range of business sectors, chiefly including finance, manufacturing, natural resources, power, telecommunications and transportation.
S&C’s leadership in privatizations dates from the groundbreaking privatizations of the late 1970s in the United Kingdom, where the Firm participated in virtually all of the major transactions. Since 1990 we have acted in over 100 of the largest and most significant privatizations, in 35 countries around the world and in a range of industries.
Recent experience includes:
- Current non-confidential privatizations on which S&C is working include representing GS Global Infrastructure Partners in its participation in a consortium led by Hochtief to consider submitting a bid for the Chicago Midway International Airport concession—in what will be the first privatization of a major airport in the United States—and in a potential bid, together with Obrascon Huarte Lain (OHL) and Balfour Beatty, for the I-595 Corridor Roadway Improvements Project being concessioned by the State of Florida Department of Transportation. In addition, S&C recently represented a final round bidder for a 75-year lease and concession of the Pennsylvania Turnpike.
- In 2007 S&C represented the underwriters with respect to U.S. and German law in the partial privatization of Hamburger Hafen und Logistik (via $1.7 billion IPO with Frankfurt and Hamburg Stock Exchange listings), the largest port operator in the Port of Hamburg and a leading, vertically integrated port logistics company; China Huaneng Group in the $3.067 billion privatization and acquisition, through its wholly owned subsidiary, SinoSing Power Pte. Ltd. (Singapore), of Tuas Power, which supplies approximately 25% of Singapore’s total power consumption, from Temasek Holdings; subsidiaries of Ontario Teachers’ Pension Plan Board (“OTPPB”), as borrowers, in the $2.4 billion financing for the acquisition by OTPPB of four North American container terminals located in the Vancouver and New York areas from Orient Overseas (International) Limited; a potential bidder on the PPP project to develop a portion of State Highway (SH) 121 in Texas; and MTR Corporation Limited, the world’s largest subway operator by market value and a publicly listed company in Hong Kong that is majority-owned by the Hong Kong Government, in its $1.6 billion rail merger with the Kowloon-Canton Railway Corporation, which prior to the merger was a statutory corporation under Hong Kong law that was wholly-owned by the Hong Kong Government (named “Merger Deal of the Year” by Asian Legal Business).
- In 2006 S&C was involved in three major privatizations around the world including advising the issuer in the third and final phase of the privatization of Australia’s leading telecommunications provider, Telstra Corporation Limited ($12.2 billion, the second largest equity offering of 2006); advising Bank of China, the second largest commercial bank in the People’s Republic of China, in its $11.3 billion IPO; and acting as international transaction counsel and as U.S. counsel to the underwriters in the $841.5 million partial privatization (via IPO) of Österreichische Post AG, the postal service in Austria.
- In 2005 S&C acted as U.S. and French counsel to the underwriters in the $7.5 billion and $1.2 billion privatizations of, respectively, EDF (formerly Electricité de France) and SANEF, the French motorway concessionaire and operator. We also acted as U.S. counsel to the underwriters in the $3.4 billion privatization of Chunghwa Telecom in Taiwan and the $4.2 billion privatization of Central Japan Railway Company in Japan.
- In 2004 S&C acted as U.S. and French counsel to the issuer in the $6.2 billion privatization of France Telecom and was selected as counsel to the issuer in four major Japanese privatizations in the oil & gas, power, tobacco and railway industries: Inpex Corporation ($1.5 billion), Electric Power Development Co., also known as “J-Power” ($3.4 billion), Japan Tobacco ($2.2 billion) and West Japan Railway Company ($2.4 billion). In addition, S&C acted as U.S. and French counsel to the underwriters in the $1.4 billion privatization of aerospace and defense company Snecma, and as U.S. counsel to the underwriters in the $4.4 billion privatization of Belgacom, the Belgian telecommunications company.
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